UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                                  Amendment #1

  |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

                For the quarterly period ended: November 30, 2005

                                       OR

   |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

  For the transition period from ________________ to __________________________

                           Commission File No. 0-26057

                           BIOPHAN TECHNOLOGIES, INC.


             (Exact name of registrant as specified in its charter)


            Nevada                                       82-0507874
---------------------------------           ------------------------------------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)


                       150 Lucius Gordon Drive, Suite 215
                            West Henrietta, New York
                                      14586
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (585) 214-2441
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes |X| No |_|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes |_| No |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes |_| No |X|

Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

Class outstanding as of January 12, 2006- Common Stock, $.005 par value:
81,805,243 shares

<PAGE>

EXPLANATORY NOTE



We are filing this Amendment #1 to our Quarterly Report on Form 10-Q for the
quarterly period ended November 30, 2005 for the following purposes:

      (a)   In Part I, Item 1, Financial Statements, to restate our financial
            statements to reflect a change in our accounting for our investment
            in Myotech, LLC a development stage company, and a developer of
            cardiac assist technologies. FASB Interpretation No. 46 (FIN-46R)
            (Revised December 2003), Consolidation of Variable Interest
            Entities, requires that if an enterprise is the primary beneficiary
            of a variable interest entity, the assets, liabilities and results
            of operations of the variable interest entity should be included in
            the consolidated financial statements of the enterprise. On November
            30, 2005 we acquired 3,768,488 Class A (voting) units of Myotech
            (representing a 35% equity interest), in exchange for 4,923,080
            shares of our common stock valued at $8,467,698. This investment was
            previously accounted for using the equity method.

            We have determined that Myotech is a variable interest entity in
            accordance with FIN-46R.and have concluded that we are the primary
            beneficiary as defined by FIN-46R. As a result, we are required to
            consolidate Myotech as of the date of acquisition of November 30,
            2005. Therefore, the consolidated financial statements included in
            this amended Quarterly Report on Form 10-Q have been restated to
            include the accounts of Myotech.

      (b)   In Part I, Item 4, Controls and Procedures, to disclose our
            conclusions regarding the effectiveness of our financial reporting
            controls and procedures.

      (c)   In Part I, Item 2, Management's Discussion and Analysis of Financial
            Condition and Results of Operations, to amend the financial analyses
            to reflect the restatement of financial statements as explained
            above.

      (d)   To amend such other financial information included elsewhere as
            affected by the restatement of our financial statements.


<PAGE>

                                      INDEX

                                                                         Page
                                                                        Number
PART I   FINANCIAL INFORMATION

ITEM 1.  Financial Statements

         Report of Independent Registered Public Accounting Firm           1

         Condensed Consolidated Balance Sheets, November 30, 2005
            (Unaudited) and February 28, 2005                              2

         Condensed Consolidated Statements of Operations, Three
            Months and Nine Months Ended November 30, 2005 and 2004
            (Unaudited), and from August 1, 1968 (Date of Inception)
            through November 30, 2005 (Unaudited)                          3

         Condensed Consolidated Statements of Cash Flows, Nine
            Months Ended November 30, 2005 and 2004 (Unaudited)
            and from August 1, 1968 (Date of Inception) through
            November 30, 2005 (Unaudited)                                  4

         Notes to Condensed Consolidated Financial Statements              6

ITEM 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                      8

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk       12

ITEM 4.  Controls and Procedures                                          12

PART II. OTHER INFORMATION                                                13

ITEM 1.  Legal Proceedings                                                13

ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds      13

ITEM 3.  Defaults Upon Senior Securities                                  13

ITEM 4.  Submission of Matters to a Vote of Security Holders              13

ITEM 5.  Other Information                                                13

ITEM 6.  Exhibits                                                         13

         SIGNATURES                                                       15


<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Biophan Technologies, Inc.

We have reviewed the accompanying condensed consolidated balance sheet of
Biophan Technologies, Inc. and Subsidiaries (the "Company") as of November 30,
2005, and the related condensed consolidated statements of operations for the
three-month and nine-month periods ended November 30, 2005 and 2004 and the
condensed consolidated statements of cash flows for the nine month periods ended
November 30, 2005 and 2004. These interim financial statements are the
responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board, the objective of which is the
expression of an opinion regarding the consolidated financial statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated interim financial statements
for them to be in conformity with accounting principles generally accepted in
the United States of America.

We have previously audited, in accordance with standards of the Public Company
Accounting Oversight Board, the consolidated balance sheet of Biophan
Technologies, Inc. and Subsidiaries as of February 28, 2005, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the year then ended and the amounts included in the cumulative column in the
consolidated statements of operations and cash flows for the period from March
1, 2000 to February 28, 2005 (not presented herein). In our report dated April
6, 2005, except for Note 13 to the financial statements as to which the date was
May 27, 2005, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of February 28, 2005, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.

As described in the Note to the Condensed Consolidated Financial Statements,
under the caption "Investment in Myotech, LLC and Restatement of Financial
Statements", the Company has restated its financial statements as of November
30, 2005.


GOLDSTEIN GOLUB KESSLER LLP
New York, New York

December 28, 2005, except for the caption "Investment in Myotech, LLC and
Restatement of Financial Statements", as to which the date is January 23, 2007


                                       1
<PAGE>

                   BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                          November 30, 2005  February 28, 2005
                                                          -----------------  -----------------
                                     ASSETS                  (Unaudited)
                                                              (Restated)
                                                             ------------
<S>                                                          <C>                <C>
Current assets:
     Cash and cash equivalents                               $  2,606,784       $    753,288
     Stock subscription receivable                                     --            900,000
     Due from related parties                                      27,536            220,959
     Prepaid expenses                                             175,941             91,596
     Other current assets                                          84,670             41,338
                                                             ------------       ------------
         Total current assets                                   2,894,931          2,007,181

Property and equipment, net                                       125,430             73,518

Other assets:
      Intangible assets, net of amortization:
        Myotech, LLC                                           24,795,968                 --
        Other                                                   1,423,392            997,738



Investment in New Scale Technologies, Inc.                        100,000            100,000
     Security deposit                                               6,049              2,933
     Deferred tax asset, net of valuation allowance of
        $6,804,000 and $4,787,000, respectively                        --                 --
                                                             ------------       ------------
                                                               26,325,409          1,100,671
                                                             ------------       ------------
                                                             $ 29,345,770       $  3,181,370
                                                             ============       ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and  accrued expenses                  $  1,928,211       $  1,037,103
     Note payable                                                  15,886            200,000
     Line of credit - related party                               500,000                 --
     Deferred revenues                                            500,000            225,000
                                                             ------------       ------------
         Total current liabilities                              2,944,097          1,462,103

Minority interest                                              15,752,248                 --

Stockholders' equity:
     Common stock $.005 par value
        Authorized, 125,000,000 shares
        Issued, 81,683,243 and
           74,317,832 shares, respectively                        408,416            371,589
     Stock subscription receivable                                     --           (150,000)
     Additional paid-in capital                                48,001,998         18,982,952
                                                             ------------       ------------
                                                               48,410,414         19,204,541
     Less treasury stock, 4,923,080 shares                     (8,467,698)                --
                                                             ------------       ------------
                                                               39,942,716         19,204,541
     Deficit accumulated during the
        development stage                                     (29,293,291)       (17,485,274)
                                                             ------------       ------------
                                                               10,649,425          1,719,267
                                                             ------------       ------------
                                                             $ 29,345,770       $  3,181,370
                                                             ============       ============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.


                                       2
<PAGE>

                   BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                            Period from
                                                                                                              August 1,
                                                                                                               1968
                                                 Three Months Ended                Nine Months Ended         (date of
                                                     November 30,                     November 30,          inception) to
                                                     ------------                     ------------           November 30,
                                               2005             2004             2005          2004             2005
                                            ------------    ------------    ------------    ------------    ------------
<S>                                         <C>             <C>             <C>             <C>             <C>
Revenues:
      Development payments                  $    225,000    $         --    $    225,000    $         --    $    300,000
      License fees                               187,500              --         250,000              --         250,000
      Operating revenue of
         European subsidiary                      54,435              --         113,119              00         113,119
                                            ------------    ------------    ------------    ------------    ------------
                                                 466,935              --         588,119              --         663,119

Operating expenses:
     Research and development                  1,212,239         685,469       5,103,743       1,685,530      11,294,020
     General and administrative                1,548,299       1,055,312       6,567,924       2,400,587      16,057,410
     Write-down of intellectual
        property rights                               --              --              --              --         530,000
                                            ------------    ------------    ------------    ------------    ------------
                                               2,760,538       1,740,781      11,671,667       4,086,117      27,881,430
                                            ------------    ------------    ------------    ------------    ------------

Operating loss                                (2,293,603)     (1,740,781)    (11,083,548)     (4,086,117)    (27,218,311)

Other income(expense):
     Interest expense                           (243,332)             --      (1,010,648)             --      (2,741,571)
     Interest income                              48,922           2,555          60,638           8,539         119,085
     Other income                                113,312          33,534         225,541         118,656         701,949
     Other expense                                    --              --              --              --         (65,086)
                                            ------------    ------------    ------------    ------------    ------------
                                                (81,098)         36,089         (724,469)        127,195      (1,985,623)
                                            ------------    ------------    ------------    ------------    ------------

Loss from continuing operations               (2,374,701)     (1,704,692)    (11,808,017)     (3,958,922)    (29,203,934)

Loss from discontinued operations                     --              --              --              --         (89,357)
                                            ------------    ------------    ------------    ------------    ------------
Net loss                                    $ (2,374,701)   $ (1,704,692)   $(11,808,017)   $ (3,958,922)   $(29,293,291)
                                            ============    ============    ============    ============    ============

Loss per common share - basic and diluted   $      (0.03)   $      (0.02)   $      (0.16)   $      (0.06)
                                            ============    ============    ============    ============
Weighted average shares outstanding           76,760,163      70,029,872      75,430,870      68,030,968
                                            ============    ============    ============    ============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.


                                       3
<PAGE>

                   BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                        Period from
                                                                                                      August 1, 1968
                                                                              Nine Months Ended          (date of
                                                                                 November 30,          inception) to
                                                                                 ------------           November 30,
                                                                            2005             2004          2005
                                                                         (Restated)                      (Restated)
                                                                        ------------    ------------    ------------
<S>                                                                     <C>             <C>             <C>
Cash flows used for operating activities:
     Net loss                                                           $(11,808,017)   $ (3,958,922)   $(29,293,291)
     Adjustments to reconcile net loss to net cash
        used in operating activities:
          Amortization of intangible assets                                   40,929              --          40,929
          Depreciation                                                        30,882          20,825         123,075
          Loss on disposal of equipment                                        1,505              --           1,505
          Realized and unrealized losses on marketable securities                 --              --          66,948
          Accrued interest on note converted to common stock                  19,506              --          31,504
          Amortization of interest on convertible notes payable                   --              --       1,050,950
          Write-down of intellectual property rights                              --              --         530,000
          Amortization of discount on payable to related party               958,160              --       1,033,160
          Issuance of common stock for services                                   --              --         369,108
          Issuance of common stock for interest                                   --              --         468,823
          Grant of stock options for services                              4,644,202         110,000       6,598,002
          Expenses paid by stockholder                                            --              --           2,640
          Minority interest                                                   26,523              --          26,523
     Changes in operating assets and liabilities:
        (Increase) decrease in due from related parties                      134,123        (348,740)        (86,836)
        (Increase) decrease in prepaid expenses                              (84,345)        (36,013)       (175,941)
        (Increase) decrease in other assets                                  (35,832)             --         (35,832)
        (Increase) decrease in security deposits                                (867)             --          (3,800)
        Increase (decrease) in accounts payable and
           accrued expenses                                                  587,658         143,957       1,234,206
        Increase (decrease) in due to related parties                             --              --         (43,496)
        Increase (decrease) in deferred revenues                             275,000         225,000         500,000
                                                                        ------------    ------------    ------------
               Net cash used in operating activities                      (5,210,573)      (3,843,893)   (17,561,823)
                                                                        ------------    ------------    ------------
Cash flows used for investing activities:
     Purchases of property and equipment                                     (53,250)        (38,036)       (217,939)
     Sales of marketable securities                                               --       1,150,000       2,369,270
     Purchase of investment                                                       --        (100,000)       (100,000)
     Acquisition costs of intangible assets                                 (466,583)             --        (466,583)
     Cash paid for investment in Myotech,
        net of cash received of $19,408                                     (280,594)             --        (280,594)
     Cash paid for acquisition of Biophan Europe,
        net of cash received of $107,956                                          --              --        (258,874)
     Purchases of marketable securities                                           --              --      (2,436,218)
                                                                        ------------    ------------    ------------
               Net cash provided by (used in) investing activities          (800,427)      1,011,964      (1,390,938)
                                                                        ------------    ------------    ------------
</TABLE>

                          (CONTINUED ON FOLLOWING PAGE)


                                       4
<PAGE>

                   BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                     August 1, 1968
                                                                           Nine Months Ended            (date of
                                                                              November 30,              inception) to
                                                                         2005             2004      November 30, 2005
                                                                       (Restated)                       (Restated)
                                                                      ------------    ------------   --------------
<S>                                                                   <C>            <C>             <C>
Cash flows provided by financing activities:
    Proceeds of bridge loans                                                    --              --         986,500
    Loan from stockholder                                                       --              --         143,570
    Proceeds from line of credit borrowing - related party               2,000,000              --       2,550,950
    Line of credit payments - related party                               (500,000)             --        (572,500)
    Repayment of note payable                                             (184,114)             --        (184,115)
    Proceeds from sales of capital stock                                 6,050,000       1,655,000      16,263,849
    Exercise of options                                                    182,541          12,500         645,288
    Exercise of warrants                                                    20,707         811,300       1,142,451
    Swing profits                                                          295,362         306,720         696,087
    Deferred equity placement costs                                             --         (22,107)       (112,536)
                                                                      ------------    ------------    ------------
Net cash provided by financing activities                                7,864,496       2,763,413      21,559,545
                                                                      ------------    ------------    ------------
Net increase (decrease) in cash and cash equivalents                     1,853,496         (68,516)      2,606,784

Cash and cash equivalents, beginning                                       753,288         823,900              --
                                                                      ------------    ------------    ------------
Cash and cash equivalents, ending                                     $  2,606,784    $    755,384    $  2,606,784
                                                                      ============    ============    ============

Cash paid for interest                                                $     12,603    $         --    $     12,603
                                                                      ============    ============    ============

Supplemental schedule of non-cash investing and financing activities:

Issuance of common stock for the acquisition of
   a 35% interest in Myotech, LLC                                     $  8,467,698    $         --    $  8,467,698
                                                                      ============    ============    ============

Allocation of proceeds from line of credit - related party
   to beneficial conversion feature and warrants                      $    958,160    $         --    $    958,160
                                                                      ============    ============    ============

Issuance of common stock upon conversion of related party loans       $  1,000,000    $         --    $  1,978,450
                                                                      ============    ============    ============

Liabilities assumed in conjunction with acquisition of a 51%
   interest in Biophan Europe and certain intellectual property
   rights                                                             $        --    $         --    $    178,384
                                                                      ============    ============    ============

Intellectual property acquired through issuance of
   capital stock and assumption of related party payable              $         --    $         --    $    175,000
                                                                      ============    ============    ============

Acquisition of intellectual property                                  $         --    $         --    $    425,000
                                                                      ============    ============    ============

Issuance of common stock upon conversion of bridge loans              $         --    $         --    $  1,142,068
                                                                      ============    ============    ============

Common stock issued for subscription receivable                       $         --    $    845,000    $  1,895,000
                                                                      ============    ============    ============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>

                   BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2005

INTERIM FINANCIAL STATEMENTS:

The condensed consolidated financial statements as of November 30, 2005 and for
the three months and nine months ended November 30, 2005 and 2004 are unaudited.
However, in the opinion of management of the Company, these financial statements
reflect all adjustments, consisting solely of normal recurring adjustments,
necessary to present fairly the financial position and results of operations for
such interim periods. The results of operations for the interim periods
presented are not necessarily indicative of the results to be obtained for a
full year. These unaudited condensed consolidated financial statements should be
read in conjunction with the audited consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-KSB for the fiscal
year ended February 28, 2005.

BASIS OF CONSOLIDATION:

The consolidated financial statements include the accounts of Biophan
Technologies, Inc. ("Biophan"), its wholly owned subsidiaries, LTR Antisense
Technology, Inc.("Antisense") and Nanolution, LLC, formerly MRIC Drug Delivery
Systems, LLC, ("Nanolution"), its majority owned subsidiaries Biophan Europe
GmbH ("Biophan Europe"), formerly aMRIs GmbH, and TE Bio LLC ("TE Bio"), and
Myotech, LLC ("Myotech"), a variable interest entity, collectively referred to
as the "Company". All significant inter-company accounts and transactions have
been eliminated in consolidation.

FASB Interpretation No. 46 (FIN-46R) (Revised December 2003), Consolidation of
Variable Interest Entities, requires that if an enterprise is the primary
beneficiary of a variable interest entity, the assets, liabilities and results
of operations of the variable interest entity should be included in the
consolidated financial statements of the enterprise.

COMPANY HISTORY:

The Company was incorporated under the laws of the State of Idaho on August 1,
1968 and on January 12, 2000, changed its domicile to Nevada by merging into a
Nevada corporation, and on July 19, 2001, changed its name to Biophan
Technologies, Inc. From the inception of the current line of business on
December 1, 2000, the Company has not generated any material revenues.
Therefore, the Company is in the development stage and will remain so until the
realization of significant revenues. The Company's ability to continue in
business is dependent upon obtaining sufficient financing or attaining future
profitable operations.

PRINCIPAL BUSINESS ACTIVITIES:

The primary mission is to develop and commercially exploit technologies for
improving the performance, and as a result, the competitiveness of biomedical
devices manufactured by third party companies. The Company possesses
technologies for enabling biomedical devices, both implantable and those used in
diagnostic and interventional procedures, to be safe (do not harm the patient or
physician) and image compatible (allow effective imaging of the device and its
surrounding tissue) with MRI (magnetic resonance imaging). The Company is also
developing and marketing an image compatible ceramic motor; a system for
generating power for implantable devices from body heat, and a series of
implantable devices including MRI-visible vascular implants such as a vena cava
filter, a heart valve and an occluder for the treatment of atrial septal
defects, a hole in the wall separating the left and right chambers of he heart.
The Company's first licensee for several of these technologies is Boston
Scientific (NYSE: BSX). The Company is also an owner of a substantial minority
interest, with rights to take a majority interest, in Myotech, (accounted for as
a variable interest entity) developer of the MYO-VAD, a cardiac assist device
that does not contact circulating blood and utilizes technology that has the
potential to become a standard of care in the device market for treating
multiple types of acute and chronic heart failure including congestive heart
failure and sudden cardiac arrest.

ACCOUNTING FOR STOCK OPTIONS:

The Company has elected to apply Accounting Principles Board ("APB") Opinion No.
25, Accounting for Stock Issued to Employees, and related interpretations in
accounting for its stock options issued to employees (intrinsic value) and has
adopted the disclosure-only provisions of Statement of Financial Accounting
Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation. Had the
Company elected to recognize compensation cost based on the fair value of the
options granted at the grant date as prescribed by SFAS No. 123, the Company's
net loss and loss per common share would have been as follows:


                                       6
<PAGE>

<TABLE>
<CAPTION>
                                              Three Months Ended November 30,      Nine Months Ended November 30,
                                                  2005            2004                  2005            2004
                                              -------------   -------------        -------------   -------------
<S>                                           <C>             <C>                  <C>             <C>
Net loss - as reported                        $ (2,374,701)   $ (1,704,692)        $(11,808,017)   $ (3,958,922)

Add: Stock-based employee compensation
expense included in reported net
loss, net of related tax effects                    29,500          40,000            4,355,030         110,000

Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects            (220,466)        (74,000)          (6,279,291)       (203,000)
                                              ------------    ------------         ------------    ------------
Net loss - pro forma                          $ (2,565,667)   $ (1,738,692)        $(13,732,278)   $ (4,051,922)
                                              ============    ============         ============    ============
Basic and diluted loss
per share - as reported                       $       (.03)   $       (.02)        $       (.16)   $       (.06)
                                              ============    ============         ============    ============
Basic and diluted loss
per share - pro forma                         $       (.03)   $       (.02)        $       (.18)   $       (.06)
                                              ============    ============         ============    ============
</TABLE>

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" ("SFAS No. 123R"), which replaces SFAS No. 123 and supersedes APB No.
25. SFAS No. 123R requires that the compensation cost relating to share-based
payment transactions be recognized in financial statements based on alternative
fair value models. The share-based compensation cost will be measured based on
the fair value of the equity or liability instruments issued. Per APB No. 25,
compensation expense was recognized only to the extent the fair value of common
stock exceeded the stock option exercise price at the measurement date. In
addition, the pro forma disclosures previously permitted under SFAS No. 123 no
longer will be an alternative to financial statement recognition. SFAS No. 123R
also requires the benefits of tax deductions in excess of recognized
compensation cost to be reported as a financing cash flow rather than as an
operating cash flow as required under current literature. Under the effective
date provisions included in SFAS No. 123R, the Company would have been required
to implement SFAS No. 123R as of the first interim or annual period that begins
after June 15, 2005. On April 14, 2005, the SEC delayed the effective date which
allows companies to implement SFAS No. 123R at the beginning of the first fiscal
year after June 15, 2005, which would be March 1, 2006 for the Company. The
Company is evaluating the requirements of SFAS No. 123R and expects that the
adoption will have a material impact on the consolidated results of operations
and earnings per share similar to the current pro-forma disclosures under SFAS
No. 123, as per above.

For the nine months ended November 30, 2005, the non-cash charge to earnings for
stock options granted was $4,644,202 of which $4,244,280 is related to the
vesting, during the first and second quarters, of contingent options previously
granted to executive officers and non-employee directors that vested on a
contingent basis upon the achievement of specified performance-based milestones.
These particular options, because they are not "fixed and determinable", do not
qualify under the accounting rules for "disclosure only" treatment and
accordingly, must be expensed for any intrinsic value at the time and to the
extent that they vest. The calculated amounts resulted in a non-cash charge in
the statement of operations and an offsetting credit to additional paid-in
capital.

RECLASSIFICATION

For comparative purposes, certain amounts in the accompanying statement of
operations for fiscal 2005 have been reclassified to conform to the presentation
used for fiscal 2006. These reclassifications had no effect on previously
reported results of operations or accumulated deficit.

REVENUE RECOGNITION:

The Company earns and recognizes revenue under development agreements when the
phase of the agreement to which amounts relate is completed and the Company has
no further performance obligation. Completion is determined by the attainment of
specified milestones including a written progress report. Advance fees received
on such agreements are deferred until recognized.

The Company recognizes initial license fees over the term of the related
agreement. Revenue related to a performance milestone is recognized upon the
achievement of the milestone, as defined in the respective agreements.

The Company recognizes revenues from testing services and consulting as services
are performed.


                                       7
<PAGE>

PREPAID EXPENSES:

Prepaid expenses comprise the following at November 30, 2005:


Prepaid conference fees                                                 $ 50,300
Prepaid insurance                                                         37,516
Prepaid license fees to New Scale Technologies, Inc. - related company    25,000
Prepaid legal fees                                                        30,000
Prepaid supplies                                                          18,125
Prepaid royalties - related company                                       15,000
                                                                        --------
                                                                        $175,941
                                                                        ========

INVESTMENT IN MYOTECH, LLC AND RESTATEMENT OF FINANCIAL STATEMENTS:

Effective November 30, 2005, we entered into a Securities Purchase Agreement for
the acquisition of an initial 35% interest in Myotech, LLC ("Myotech"), a New
York limited liability company, whereby we exchanged 4,923,080 shares of our
common stock, par value $.005, for 3,768,488 Class A (voting) units of Myotech.
Under the Securities Purchase Agreement, we will also purchase for cash
consideration of $2.225 million an additional 811,037 Class A units of Myotech
over a six-month period. We are obligated to issue the shares and fund the
investment amount, subject to certain conditions. Further, at our discretion, we
may purchase up to an additional 3,563,097 Class A units of Myotech for
aggregate cash consideration of $9.775 million upon achievement of certain
milestones satisfactory to Biophan measured over a 24-month period. Upon the
consummation of these additional elective milestone investments, we would hold a
majority interest in Myotech.

This investment was previously accounted for using the equity method. However,
the Company has re-evaluated its investment in Myotech and has determined that
Myotech is a variable interest entity in accordance with FASB Interpretation No.
46 (FIN-46R) (Revised December 2003), Consolidation of Variable Interest
Entities. The Company has further concluded that it is the primary beneficiary
as defined by FIN-46R and, as a result, the Company is required to consolidate
Myotech as of the date of acquisition of November 30, 2005. Therefore, the
consolidated financial statements of the Company have been restated to include
the accounts of Myotech, LLC. The principal impact of this consolidation is an
increase in assets due to the recording of the value of intangible assets
acquired of $24,795,968, based on an independent appraisal, over the amount of
the investment, and an increase in the amount of the minority interest
representing outside interests in the equity of Myotech. Aggregate changes were
as follows as of November 30, 2005:

<TABLE>
<CAPTION>
--------------------------------------------- ---------------- ----------------------- ---------------------
                                              As Previously         Adjustments
                                                 Reported       Increase (Decrease)        As Restated
--------------------------------------------- ---------------- ----------------------- ---------------------
<S>                                                 <C>                   <C>                  <C>
Intangible assets, net                           $    956,809             $25,262,551          $ 26,219,360
--------------------------------------------- ---------------- ----------------------- ---------------------
Investment in Myotech, LLC                         11,105,053             (11,105,053)                  -0-
--------------------------------------------- ---------------- ----------------------- ---------------------
Other assets                                        3,125,504                     906             3,126,410
                                                 ------------             -----------          ------------
--------------------------------------------- ---------------- ----------------------- ---------------------
                                                 $ 15,187,366             $14,158,404          $ 29,345,770
                                                 ============             ===========          ============
--------------------------------------------- ---------------- ----------------------- ---------------------

--------------------------------------------- ---------------- ----------------------- ---------------------
Liabilities                                      $  2,640,646             $   303,451          $  2,944,097
--------------------------------------------- ---------------- ----------------------- ---------------------

--------------------------------------------- ---------------- ----------------------- ---------------------
Minority interest                                      26,523              15,725,725            15,752,248
--------------------------------------------- ---------------- ----------------------- ---------------------

--------------------------------------------- ---------------- ----------------------- ---------------------
Capital stock                                         408,416                     -0-               408,416
--------------------------------------------- ---------------- ----------------------- ---------------------
Additional paid-in capital                         41,405,072               6,596,926            48,001,998
--------------------------------------------- ---------------- ----------------------- ---------------------
Treasury stock                                            -0-              (8,467,698)           (8,467,698)
--------------------------------------------- ---------------- ----------------------- ---------------------
Accumulated deficit                               (29,293,291)                    -0-           (29,293,291)
                                                 ------------             -----------          ------------
--------------------------------------------- ---------------- ----------------------- ---------------------
                                                 $ 15,187,366             $14,158,404          $ 29,345,770
                                                 ============             ===========          ============
--------------------------------------------- ---------------- ----------------------- ---------------------

--------------------------------------------- ---------------- ----------------------- ---------------------
Operating loss-three months ended 11/30/05       $ (2,293,603)                    -0-          $ (2,293,603)
                                                 ============             ===========          ============
--------------------------------------------- ---------------- ----------------------- ---------------------
Net loss- three months ended 11/30/05            $ (2,374,701)                    -0-          $ (2,374,701)
                                                 ============             ===========          ============
--------------------------------------------- ---------------- ----------------------- ---------------------

--------------------------------------------- ---------------- ----------------------- ---------------------
Operating loss-nine months ended 11/30/05        $(11,083,548)                    -0-          $(11,083,548)
                                                 ============             ===========          ============
--------------------------------------------- ---------------- ----------------------- ---------------------
Net loss- nine months ended 11/30/05             $(11,808,017)                    -0-          $(11,808,017)
                                                 ============             ===========          ============
--------------------------------------------- ---------------- ----------------------- ---------------------
</TABLE>

The following is selected financial data for Myotech, LLC:

                                             November 30, 2005

                                            ------------------
                  Total current assets      $           26,908
                  Intangible assets                 24,795,968
                  Other assets                          33,298
                                            ------------------
                  Total assets              $       24,856,174
                                            ==================
                  Current liabilities       $          662,751
                  Equity                            24,193,423
                                            ------------------
                                            $       24,856,174
                                            ==================

LINE OF CREDIT AGREEMENT:

On May 27, 2005, we entered into an unsecured loan agreement with Biomed
Solutions LLC, a related company, whereby Biomed agreed to provide a line of
credit facility of up to $2 million. Borrowings under the line bear interest at
8% per annum, are payable on demand after August 31, 2006 and are convertible,
at Biomed's election into the Company's common stock at 90% of the average
closing price for the 20 trading days preceding the date of borrowings under the
line. In June 2005, the Company borrowed the entire $2 million under the line in
two separate draws of $1 million each and, in accordance with the agreement,
Biomed received warrants to purchase 500,000 shares of the Company's common
stock at an exercise price of 110% of the average closing price for the 20
trading days preceding the date of execution of the credit agreement. The
Company recorded a discount on the borrowings of $958,160 due to the beneficial
conversion feature of the note as well as for the value of the warrants. The
discount was amortized as additional interest expense over the term of the note
and has been fully amortized as of November 30, 2005. On August 31, 2005, Biomed
elected to convert $1 million of the note plus accrued interest into 480,899
shares of common stock at which time, the remaining discount related to the $1
million portion of the loan was fully expensed. On October 7, 2005, we repaid
$500,000 of principal and all accrued interest on the loan. During the quarter
ended November 30, 2005 amortization of the discount on the note resulted in a
non-cash interest expense of $229,137. The balance of borrowings on the line was
$500,000 at November 30, 2005.

In addition, Biomed Solutions, LLC, has committed to provide us with a $5
million credit facility at terms we believe to be competitive to comparable
transactions in the event such credit is needed.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The discussion and analysis set forth below in this Item 2 have been amended to
reflect the restatement of our consolidated financial statements for the period
ended November 30, 2005, as described above in the Explanatory Note to this
amended Quarterly on Form 10-Q and in the Note entitled "Investment in Myotech,
LLC and Restatement of Financial Statements," to Condensed Consolidated
Financial Statements included in Item 1 above. For this reason, the data set
forth in this section may not be comparable to discussions and data in our
previously filed Quarterly Reports.

All statements contained in this Item 2, unless they are specifically otherwise
stated to be made as of a different date, are made as of January 17, 2006, the
original filing date of our Quarterly Report on Form 10-Q for the period ended
November 30, 2005, and do not reflect events occurring after the filing of our
Quarterly Report on Form 10-Q filed on January 17, 2006 other than the
restatement, and we undertake no obligation to update the forward-looking
statements in this amended Quarterly Report on Form 10-Q.

General

Our primary mission is to develop and commercially exploit technologies for
improving the performance, and the corresponding competitiveness, of biomedical
devices manufactured by third party companies. We do not currently employ our
own manufacturing or distribution channels but rather rely on relationships with
sub-contractors and/or partner companies. We develop technology protected by
strong intellectual property targeted at specific markets within the medical
technology sector.


                                       8
<PAGE>

Company Business

We are a technology development company with a strong focus on solving
real-world technical challenges facing the medical device industry. When
selecting a market opportunity to address, we generate a wide range of potential
technical solutions. Each of the technical solutions that we pursue is strongly
protected by intellectual property to ensure that we have the capability of
effectively marketing our technologies. Whenever possible, we attempt to develop
and patent multiple solutions for any given technology challenge. This is done
both to strengthen our position against competitors, and to be in a position to
offer multiple manufacturers alternative solutions, such as for MRI safety, or
stent visibility, as we introduce our technologies to the market.

This approach has resulted in the development of a range of core technologies,
and our presence in a number of different but related segments of the medical
device market. We are aggressive in development and defense of our intellectual
property assets and have an intellectual property portfolio several times the
size of many comparable sized companies.

Over the past several quarters, we have been developing, or have acquired:

o     Technology to improve vascular stents so they can be imaged with MRI to
      detect the presence of restenosis (blockage) after implantation;

o     Technology to enable manufacture of an MR image compatible vena cava,
      which allows MR imaging of blood clots that may be present and therefore
      pose a risk to removal of the device;

o     Technology to enhance the MRI safety and MR image compatibility of
      pacemakers, cardio-defibrillators, neurostimulators, pain control devices,
      pumps, and virtually any implanted or interventional device which has
      elongated metal leads or metal components;

o     Technologies to enable improved MRI contrast agents;

o     Market opportunities for our MRI safe and image compatible ceramic motor,
      the Squiggle(TM) motor;

o     A system for generating power for implantable devices from body heat, in
      cooperation with NASA;

o     Technology to improve drug elution and drug delivery systems, including
      providing "active release" using non-invasive or minimally invasive
      activation; and

o     An improved ventricular assist device (VAD).

                      Licensing and Joint Venture Strategy

Boston Scientific License

On June 30, 2005, we entered into a licensing agreement with Boston Scientific
Scimed, Inc. The agreement provides Boston Scientific with the right to use
Biophan's MRI safety and image compatibility technology and other technologies
in a broad range of exclusive and non-exclusive product areas at royalty rates
of 3% to 5%. The exclusive product area includes vascular implants and the
non-exclusive product area covers a broad array of medical devices. Boston
Scientific has the right to sub-license the exclusive product areas to third
parties, with Biophan and Boston Scientific to share all proceeds from these
parties. The agreement also provides for milestone payments to Biophan for
specific product areas which may be as high as several million dollars per
product. In addition, the agreement required Boston Scientific to make an
initial upfront payment to Biophan of $750,000 (which will not be an offset to
future earned royalties); make annual minimum royalty and substantial annual
earned royalty payments; and receive a right of first negotiation on new
technologies acquired by Biophan in the fields of MRI safety and image
compatibility. The initial $750,000 payment was made on August 2, 2005 and will
be recognized as revenue over the next twelve months. Accordingly, one-quarter
of $750,000, or $187,500 was recorded as revenue in the current quarter ended
November 30, 2005.

In December, 2005, we received $250,000 for the first annual minimum payment
under our license. The agreement calls for milestone payments upon achievement
of significant project milestones, with some of these milestones in the
multi-million dollar range, and requires payment of royalties for products sold
incorporating our technologies. Boston Scientific has sublicensing rights to
certain technologies, sharing revenue with Biophan, and other product lines will
revert to Biophan in the event of non-performance. The agreement includes rights
to our technology for making pacemakers, defibrillators and neurostimulators
safe and image compatible for use with MRI. This agreement is available as an
Exhibit to our 10-Q for the quarter ended August 31, 2005, as amended on January
9, 2005.


                                       9
<PAGE>

Acquisition of Intellectual Assets

We currently have an overall estate of 219 patents, including 163 U.S. patents,
inclusive of those assigned and licensed, and including filed applications and
allowed and issued patents. Of these, 48 U.S. patents have issued. Additionally,
we have 56 international patents or applications in process.

We believe that a strong and broad intellectual property portfolio is vital to
our ability to achieve and maintain royalties and product sales to major
industrial partners across our product lines.

The technologies allowing visualization of implants have been developed at
Biophan, and with technology partners under exclusive license, including aMRIs
Patents GmbH in Germany (via an exclusive license); Aachen Resonance in Germany
(via an exclusive license); and Nanoset, LLC in the U.S. (via an exclusive
license). The patents include those licensed from Nanoset, LLC. Nanoset's
technology can be used to reduce image artifacts caused by implantable and
interventional medical devices.

The patents total also includes those licensed as part of the Biophan Europe
acquisition whereby we obtained worldwide exclusive rights to a significant
patent portfolio totaling fifteen issued and pending patents covering critical
capabilities needed by the medical industry as the use of MRI interventional
medicine and MRI diagnostics for examination of stents and other implants
becomes standard medical procedure.

On an ongoing basis, we are aggressively pursuing internal research and
development projects, as well as sourcing leading-edge providers of related
technologies. We are currently reviewing several cardiovascular technologies
which we feel have potential for exclusive licensing in, and subsequent product
development and licensing out. Intellectual property, such as technology
solutions and patents, may be developed internally, through joint ventures,
licensed in, or purchased. To ensure the continuing value of our intellectual
assets, we intend to aggressively defend our patents and licensed technology,
both domestically and abroad.

Liquidity

On June 30, 2005, we executed a definitive equity investment agreement and a
technology license with Boston Scientific Scimed. The equity transaction
consists of the purchase of Biophan common stock totaling $5 million, priced at
$3.02, which represents a 10% premium over the average of the closing price for
the 30 calendar-day period prior to the closing. The technology license includes
an upfront payment of $750,000 and annual maintenance fees, in addition to
royalties and milestone payments. Funding under both agreements occurred on
August 2, 2005.

To ensure that we would have adequate cash on hand for pending activities, on
May 27, 2005, Biomed Solutions LLC, an affiliate of Biophan, agreed to provide
us with a line of credit facility of up to $2 million. Borrowings under the line
bear interest at 8% per annum and are convertible at 90% of the average closing
price for the 20 trading days preceding the date of the borrowing. In June 2005,
the full $2 million was loaned and Biomed received warrant coverage of 500,000
shares priced at 110% of the average closing price for the 20 trading days
preceding the date of execution of the credit agreement. The independent board
members of Biophan negotiated and approved this credit facility. The terms of
this credit facility are considered to be better than are available from
commercial lending sources. On August 31, 2005, Biomed elected to convert $1
million of the outstanding loan, plus accrued interest to date, into 480,899
shares of our common stock. On October 7, 2005, we repaid $500,000 of principal
plus all accrued interest on the outstanding loan. Biomed has extended the terms
of our repayment of the remaining $500,000.

On May 27, 2005, we cancelled a previous financing agreement and entered into a
new agreement executed with SBI Brightline XI, LLC providing a $30 million fixed
price financing for 10,000,000 shares at an average price of $3 per share, if we
take the full facility, and with a range from $2 a share to $4 a share, which
must be taken in sequential tranches of 1 million shares each. We amended this
financial agreement on January 8, 2006 to clarify a minor ambiguity in the
agreement related to the closing dates. There are no warrants or fees associated
with this agreement. The financing requires the shares to be registered for
resale.

Effective November 30, 2005, we entered into a Securities Purchase Agreement for
the acquisition of an initial 35% interest in Myotech, LLC ("Myotech"), a New
York limited liability company, whereby we exchanged 4,923,080 shares of our
common stock, par value $.005, for 3,768,488 Class A (voting) units of Myotech.
Under the Securities Purchase Agreement, we will also purchase for cash
consideration of $2.225 million an additional 811,037 Class A units of Myotech
over a six-month period. We are obligated to issue the shares and fund the
investment amount, subject to certain conditions. Further, at our discretion, we
may purchase up to an additional 3,563,097 Class A units of Myotech for
aggregate cash consideration of $9.775 million upon achievement of certain
milestones satisfactory to Biophan measured over a 24-month period. Upon the
consummation of these additional elective milestone investments, we would hold a
majority interest in Myotech.


                                       10
<PAGE>

In addition, the independent committee received a fairness opinion from an
NYSE-listed national investment banking firm stating that the transaction was
fair to our stockholders from a financial point of view. This investment was
previously accounted for using the equity method. However, the Company has
re-evaluated its investment in Myotech and has determined that Myotech is a
variable interest entity in accordance with FASB Interpretation No. 46 (FIN-46R)
(Revised December 2003), Consolidation of Variable Interest Entities. The
Company has further concluded that it is the primary beneficiary as defined by
FIN-46R and, as a result, the Company is required to consolidate Myotech as of
the date of acquisition of November 30, 2005. Therefore, the consolidated
financial statements of the Company have been restated to include the accounts
of Myotech, LLC. The principal impact of this consolidation is an increase in
assets due to the recording of the value of intangible assets acquired of
$24,795,968, based on an independent appraisal, over the amount of the
investment, and an increase in the amount of the minority interest representing
outside interests in the equity of Myotech.

Our affiliate Biomed Solutions, LLC, has committed to provide us with a $5
million credit facility at terms we believe to be competitive to comparable
transactions. Biomed Solutions is headed by Biophan CEO Michael Weiner, who is
also a substantial beneficial owner of Biomed Solutions.

We believe that funding available under the SBI stock purchase agreement, the
Biomed line of credit, and the Boston Scientific investment will provide the
Company with adequate working capital resources for the upcoming 12 months of
operations including the ability to fund, as needed, potential additional
acquisitions and expansion of operations.

Our estimate of our cash requirements for the next twelve months is as follows:

                                                                         (000's)
                                                                         -------
Research and product development expenses, including $ 720,000 to fund
    Biophan Europe research and development                              $ 3,700

Milestone investments in Myotech, LLC                                      5,400

General and administrative expenses, including administrative
    salaries and benefits, sales and marketing, program
    management, office expenses, rent expense, legal and
    accounting, publicity, and investor relations                          5,500
                                                                         -------

             Total estimated cash requirements for next twelve months    $14,600
                                                                         =======

Results of Operations

The following comments discuss the significant factors affecting the
consolidated operating results, financial condition and liquidity and cash flows
of the Company for the three and nine-month periods ended November 30, 2005 as
compared to the three and nine-month periods ended November 30, 2004. These
comments should be read in conjunction with the Consolidated Financial
Statements of the Company and Notes thereto included in the Company's Form
10-KSB for the fiscal year ended February 28, 2004.

Three Months Ended November 30, 2005 Compared to Three Months Ended November 30,
2004

Revenue. Revenues were $0.467 million for the three months ended November 30,
2005 as compared to no revenues for the three months ended November 30, 2004.
The increase is due to development contract payments and license fees from
Boston Scientific Scimed, and operating revenues from our European subsidiary,
which consisted primarily of MRI-related research and development consulting
services to medical device manufacturers.

Research and Development. Research and development expenses increased by 77%, to
approximately $1.2 million for the 3 months ended November 30, 2005 from
approximately $0.685 million for the three months ended November 30, 2004 due
primarily to expenses for Biophan Europe, patent attorney fees and accelerated
efforts in obtaining license rights.

General and Administrative. General and administrative expenses increased by 47%
to approximately $1.55 million for the 3 months ended November 30, 2005 from
approximately $1.06 million for the three months ended November 30, 2004
primarily due to increases in publicity, legal and consulting fees, and
salaries.

Interest Expense. Interest expense of approximately $0.24 million pertained to
interest on borrowings under a line of credit extended from Biomed Solutions,
LLC. The details of this agreement are described under the heading "Line of
Credit Agreement."


                                       11
<PAGE>

Nine Months Ended November 30, 2005 Compared to Nine Months Ended November 30,
2004

Revenues.
Revenues were $0.588 million for the nine months ended November 30, 2005 as
compared to no revenues for the nine months ended November 30, 2004. The
increase is due to development contract payments and license fees from Boston
Scientific Scimed, and operating revenues from our European subsidiary, which
consisted primarily of MRI-related research and development consulting services
to medical device manufacturers.

Research and Development. Research and development expenses increased by 202% to
approximately $5.1 million for the 9 months ended November 30, 2005 from
approximately $1.7 million for the nine months ended November 30, 2004. due
primarily to accelerated efforts in obtaining license rights, expenses for
Biophan Europe, patent attorney fees, salaries, and additional compensation
expense in the first and second quarters related to the vesting of contingent
stock options.

General and Administrative. General and administrative expenses increased by
174% to $6.57 million for the 9 months ended November 30, 2005 from
approximately $2.40 million for the nine months ended November 30, 2004. The
increase in general and administrative expenses is primarily due to an increases
publicity and investor relations, legal and consulting fees, salaries, and
additional compensation expense in the first and second quarters related to the
vesting of contingent stock options during the first nine months of 2005 as
compared to last year.

Capital Resources

Our current strategic plan does not indicate a need for material capital
expenditures in the conduct of research and development activities.

We currently employ twenty full-time individuals.

Forward Looking Statements

Forward looking statements in this Form 10-Q and in other documents incorporated
herein, as well as in oral statements made by the Company, statements that are
prefaced with the words "may," "will," "expect," "anticipate," "continue,"
"estimate," "project," "intend," "designed" and similar expressions, are
intended to identify forward-looking statements regarding events, conditions,
and financial trends that may affect the Company's future plans of operations,
business strategy, results of operations and financial position. These
statements are based on the Company's current expectations and estimates as to
prospective events and circumstances about which the Company can give no firm
assurance. Further, any forward-looking statement speaks only as of the date on
which such statement is made, and the Company undertakes no obligation to update
any forward-looking statement to reflect subsequent events or circumstances.
Forward-looking statements should not be relied upon as a prediction of actual
future financial condition or results. These forward-looking statements, like
any forward-looking statements, involve risks and uncertainties that could cause
actual results to differ materially from those projected or unanticipated.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Derivative Financial Instruments, Other Financial Instruments, and Derivative
Commodity Instruments.

As of November 30, 2005, the Company did not participate in any derivative
financial instruments, or other financial and commodity instruments for which
fair value disclosure would be required under SFAS No. 107. Primary Market Risk
Exposures

The Company's primary market risk exposures are in the areas of interest rate
risk and foreign currency exchange rate risk. The Company's investment portfolio
of cash equivalents is subject to interest rate fluctuations, but the Company
believes this risk is immaterial due to the short-term nature of these
investments. For the three months ended November 30, 2005, foreign currency
translation gains were approximately $1,600 as a result of consolidating the
Company's foreign subsidiaries. During the period, the Company did not engage in
any foreign currency hedging activities.

ITEM 4. CONTROLS AND PROCEDURES

(a) Restatement

FASB Interpretation No. 46 (FIN-46R) (Revised December 2003), Consolidation of
Variable Interest Entities, requires that if an enterprise is the primary
beneficiary of a variable interest entity, the assets, liabilities and results
of operations of the variable interest entity should be included in the
consolidated financial statements of the enterprise. The Company has invested in
Myotech, LLC, (Myotech) a development stage business, and a developer of cardiac
assist technologies. This investment was made on November 30, 2005 in the form
of a Securities Purchase Agreement, whereby the Company received 3,768,488 Class
A (voting) units for a 35% interest in Myotech, in exchange for 4,923,080 shares
of our common stock valued at $8,467,698. This investment was previously
accounted for using the equity method.

The Company has re-evaluated its investment in Myotech and has determined that
Myotech is a variable interest entity in accordance with FIN-46R. The Company
has further concluded that it is the primary beneficiary as defined by FIN-46R
and, as a result, the Company is required to consolidate Myotech as of the date
of acquisition of November 30, 2005. Therefore, the consolidated financial
statements of the Company included in this Report on Form 10-Q, have been
restated to include the accounts of Myotech, LLC.

(b) Evaluation of Disclosure Controls and Procedures

In connection with the restatement, under the direction of our Chief Executive
Officer and our Chief Financial Officer, we reevaluated our disclosure controls
and procedures. We identified our failure to recognize and apply the correct
criteria, as explained in FIN 46R, for the proper accounting for our investment
in Myotech, LLC on November 30, 2005 as a material weakness in our internal
control over financial reporting. Solely as a result of this material weakness,
we concluded that our disclosure controls and procedures were not effective as
of November 30, 2005, or for the quarterly periods ended February 28, 2006, May
31, 2006 and August 31, 2006.


(c) Remediation of Material Weakness in Internal Control

We are confident that, as of the date of this filing, we have fully remediated
the material weaknesses in our internal control over financial reporting with
respect to the item cited above. The remedial actions included:

      o     Improving education and accounting reviews to ensure that personnel
            involved in entity investments and asset purchases understand and
            apply the pertinent accounting principles appropriate to the nature
            of the transaction.

In connection with this amended  Report on Form 10-Q, our Chief Executive
Officer and Chief Financial Officer have evaluated our disclosure controls and
procedures as currently in effect and as a result of the remedial actions
discussed above, have concluded that as of this date our disclosure controls and
procedures are effective.

(d) Management's Report on Internal Control Over Financial Reporting (as
restated)
The management of Biophan Technologies, Inc. is responsible for establishing and
maintaining adequate internal control over financial reporting for the company.
With the participation of the Chief Executive Officer and the Chief Financial
Officer, our management conducted an evaluation of the effectiveness of our
internal control over financial reporting as of November 30, 2005, February 28,
2006, May 31, 2006 and August 31, 2006, based on the framework and criteria
established in Internal Control -- Integrated Framework, issued by the Committee
of Sponsoring Organizations of the Treadway Commission.

In our Quarterly Report on Form 10-Q for the period ended November 30, 2005
(filed on January 17, 2006 ), in our Annual Report on Form 10-K for the year
ended February 28, 2006 (originally filed on May 15, 2006 and amended on June 6,
2006) and in our Quarterly Reports on Form 10-Q for the periods ended May 31,
2006 (filed on July 10, 2006) and ,August 31, 2006 (filed on October 13, 2006)
management concluded that our internal control over financial reporting was
effective as of the end of the periods covered by such reports. Subsequently,
management identified material weaknesses in internal control over financial
reporting with respect to accounting for the investment in Myotech, LLC on
November 30, 2005. Solely as a result of these material weaknesses, our
management has revised its earlier assessment and has now concluded that our
internal control over financial reporting was not effective as of November 30,
2005, or for the quarterly periods ended February 28, 2006, May 31, 2006 and
August 31, 2006.


                                       12
<PAGE>

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material legal proceedings and there are no material
legal proceedings pending with respect to our property, except as noted below.
We are not aware of any legal proceedings contemplated by any governmental
authorities involving either us or our property. None of our directors, officers
or affiliates is an adverse party in any legal proceedings involving us or our
subsidiaries, or has an interest in any proceeding which is adverse to us or our
subsidiaries.

The Company is pursuing legal claims against one of its former law firms and
certain of its attorneys. Review of the firm's work product and bills recently
revealed questions about the firm's billing practices and other activities. The
amount of potential damages has not yet been quantified. Also, the law firm has
asserted claims seeking payment of additional legal fees, which claims the
Company has denied. The litigation is in an early stage. While, as with any
legal proceedings, no assurance can be given as to ultimate outcome, management
believes that the outcome of the litigation will not have a material adverse
effect upon the Company's financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On November 30, 2005, we entered into a Securities Purchase Agreement with
Myotech, LLC, a New York limited liability corporation, whereby we issued to
Myotech 4,923,080 previously authorized but unissued shares of our common stock,
par value $.005 per share, in exchange for 3,768,488 Class A units of Myotech.
Our common stock was valued at $1.72 per share, and the Myotech units were
valued at $2.7434 per unit. The shares were issued in a private placement exempt
from the registration requirements of Section 5 of the Securities Act of 1933,
as amended (the "Act"), pursuant to the exemption set forth in Section 4(2)of
the Act . We did not receive any cash consideration for issuance of these shares
of common stock. No underwriters were involved in the placement of the common
stock. The shares are subject to the Rights Agreement entered into by and among
us, the Myotech members and Myotech, dated as of November 30, 2005.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable

Item 5. Other Information

Not applicable.

Item 6. Exhibits


                                       13
<PAGE>

Exhibit No.            Exhibit Description                          Location
-----------            -------------------                          --------

 4.1      Rights Agreement by and among Myotech, LLC            Previously Filed
              the Members of Myotech, LLC, and Biophan
              Technologies, Inc.
 4.2      First Amendment to Line of Credit Agreement
              Between Biophan Technologies, Inc. and
              Biomed Solutions, LLC                             Previously Filed
 4.3      First Amendment to Convertible Promissory Note        Previously Filed
10.1      Securities Purchase Agreement between Biophan         Previously Filed
              Technologies Inc. and Myotech, LLC., dated
              November 30, 2005
10.2      Letter Agreement, Amendment and Waiver of Certain     Previously Filed
              Conditions to Closing, between Biophan
              Technologies and Myotech, LLC, dated
              December 21, 2005
31.1      Certification of C.E.O. pursuant  to Rule 13a-14(a)   Filed herewith
31.2      Certification of C.F.O. pursuant to Rule 13a-14(a)    Filed herewith
32.1      Certification of C.E.O. pursuant  to Rule             Filed herewith
              13a-14(b) and 18 U.S.C. Section 1350
32.2      Certification of C.F.O. pursuant to Rule 13a-14(b)    Filed herewith
              and 18 U.S.C. Section 1350


                                       14
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

BIOPHAN TECHNOLOGIES, INC.
                                  (Registrant)

By: /s/ Michael L. Weiner
----------------------------------------
Name:  Michael L. Weiner,
Title:  Chief Executive Officer

By: /s/ Darryl L. Canfield
----------------------------------------
Name:  Darryl L. Canfield
Title:  Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)

Date: January 24, 2007


                                       15